- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 04 2010 - 3:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported):
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May 4, 2010
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(Exact name of registrant as specified in its charter)
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Delaware
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0-22010
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72-0843540
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification
No.)
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5221 N. OConnor Blvd., Suite 500
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Irving, Texas
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75039
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(Address of principal executive offices)
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(Zip Code)
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Registrants
Telephone Number, including area code:
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(972)
869-3400
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(Former name or former address, if changed
since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02
Results of Operations and Financial Condition.
On
May 4, 2010, Thomas Group, Inc. issued a press release announcing the
results of operations and financial condition of Thomas Group, Inc. for
the three months ended March 31, 2010.
A copy of the press release is furnished herewith and attached hereto as
Exhibit 99.1.
The
information in this Item 2.02 shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, unless specifically identified therein as being
expressly incorporated by reference in such filing. The exhibits contain, and
may implicate, forward-looking statements regarding the registrant and include
cautionary statements identifying important factors that could cause actual
results to differ materially from those anticipated.
Item 8.01 Other Events
On May 4, 2010, Thomas Group, Inc. issued a
press release, a copy of which is attached hereto as Exhibit 99.1. The portions of the press release under the
heading NASDAQ Listing Status Update and the notice under the heading Proxy
Statement may be deemed to be soliciting material pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended, and such portions of the
press release are filed herewith pursuant to that rule.
2
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit Number
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Description
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99.1
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Press
Release dated May 4, 2010
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Thomas
Group, Inc.
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(Registrant)
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Date: May 4,
2010
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By:
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/s/ FRANK TILLEY
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Frank W. Tilley,
Interim Chief Financial Officer and
Vice President
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4
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